This was a reference by the Honourable Minister of Human Resources pursuant to Industrial Relations Act 1967, ss 20(3) arising out of the dismissal of Ravi KR Menn (hereinafter referred to as "the claimant") by Universal Concrete Products Bhd. (hereinafter referred to as "the first company') on 31 December 1997 (hereinafter referred to as "the material date"). Three companies were joined as parties pursuant to an order on 23 June 2000 by another division of the Industrial Court. The parties which were joined were UCP Geotechnics (M) Sdn Bhd (in liquidation) (hereinafter referred to as "the second company"), Universal Concrete Products Sdn Bhd (hereinafter referred to as "the third company") and UCP Resources Bhd. (hereinafter referred to as "the fourth company").

COW2, the finance and administration manager of the UCP group testified that the fourth company was the holding company and the first company was its wholly owned subsidiary. The fourth company owned 4.4% shares of the second company and the first company owned the rest of the shares of the second company. She tendered CO37, Bundle A, p 201 which showed the corporate structure of the UCP group. CO37 showed the position of the first company was in between the fourth company and the second company and that the first company owned 95.6 % of the shares of the second company.

She stated that the UCP group was reorganised in September and October 1997 prior to the listing of the fourth company in December 1997. The fourth company had a share swap with the first company and became the holding company of the UCP group. As far as she knew, about RM10 to RM20 million was raised as capital. COW1, a director of the second company at the material date stated that the fourth company was listed on the second board of the Kuala Lumpur Stock Exchange in 1997.

COW2 explained that the first company changed its name to "sendirian berhad" as it ceased to be a public company after the share swap with the fourth company. The change of name of the first company was filed at the registry of companies on 13 April 1998.

There was no need to join Universal Concrete Products Sdn Bhd as a party while retaining Universal Concrete Products Bhd as a party. It is one and the same legal entity. Universal Concrete Products Sdn Bhd (formerly known as Universal Concrete Products Bhd) is the full description of the first company.

The first, second and fourth companies are members of the UCP group. The three companies are collectively referred to as "the opposing parties".

COW1 testified that the second company had been wound-up pursuant to a creditors voluntary winding-up. He tendered a resolution of the board of directors of the second company dated 7 March 2003 which approved a creditors voluntarily winding-upvideCO160, Bundle E, p 1 and 2. A notice of resolution of appointment of liquidator dated 18 March 2003 in Form 11 was tendered videCO159c. A notice of appointment of liquidator dated
18 March 2003 in Form 72 was tendered videCO159b.

The business of the UCP group was to providepiling and foundation services to the building and construction industry videCO192, p 1. The claimant was appointed as maintenance manager by the first company on 17 May 1996 videCL19, Bundle C, p 2 to 6. He was dismissed by the second company videCL15, Bundle C, p 7.

The issues that arose were which company was the employer of the claimant at the material date, whether the transfer of the claimant to the second company was lawful, whether the dismissal of the claimant by the second company was lawful, whether his position as maintenance manager of the second company was redundant and whether his retrenchment was bona fide.

It was pleaded in the amended statement of case that UCP Resources Bhd was the successor, assignee or transferee of Universal Concrete Products Sdn Bhd which was denied by the opposing parties in the amended statement of reply. The claimant did not adduce any evidence nor did counsel for the claimant to submit